Systems and methods for distributing private placement documents

ABSTRACT

Methods of providing a private placement document to a potential investor in a private placement. The methods may comprise the step of generating the private placement document in an encrypted electronic format. The private placement document may include a unique identifier. The methods may also comprise the steps of providing the private placement document to the potential investor, and recording the unique identifier.

BACKGROUND

Most security regulation schemes require a security issuer to complete acomplicated and often extremely expensive registration and disclosureprocess before offering securities to the public. In many jurisdictions,however, an issuer may take advantage of less stringent registration anddisclosure requirements by offering securities only to a limited and/orselect group of investors, for example, investors with a high net worthand/or a high level of financial sophistication. An offering targetinglimited and/or select groups of investors is often referred to as aprivate placement.

Although an issuer conducting a private placement is excused fromcertain registration and disclosure requirements, other complicationsarise. For example, in the United States and many other jurisdictions,the issuer must distribute and process subscription documents to andfrom an investor and determine that the investor is a member of thelimited and/or select group before allowing the investor to subscribe tothe private placement. It can be appreciated that the cost of sending,receiving, and processing paper subscription documents may besubstantial. In addition, regulations require the issuer to carefullytrack each copy of a prospectus or other document sent to an investor.Tracking paper copies of prospectuses creates additional overheadexpense.

SUMMARY

In one embodiment, the present invention is directed to computerassisted methods of providing a private placement document to apotential investor in a private placement. The methods may comprise thestep of generating the private placement document in an encryptedelectronic format. The private placement document may include a uniqueidentifier. The methods may also comprise the steps of providing theprivate placement document to the potential investor, and recording theunique identifier.

In another embodiment, the present invention is directed to computerassisted methods of subscribing a potential investor to a privateplacement. The methods may comprise the steps of providing asubscription document to the potential investor in an encryptedelectronic format. The subscription document may prompt the potentialinvestor to enter information relating to the potential investor intothe subscription document. The methods may also comprise the steps ofreceiving the subscription document from the potential investor inelectronic format, and verifying that the subscription document containsrequested information relating to the potential investor.

BRIEF DESCRIPTION OF THE DRAWINGS

Further advantages of the present invention may be better understood byreferring to the following description taken in conjunction with theaccompanying drawings, in which:

FIG. 1 is a diagram illustrating a system according to variousembodiments of the present invention;

FIG. 2 is a diagram illustrating a process flow according to variousembodiments of the present invention;

FIG. 3 is a diagram illustrating a process flow according to variousembodiments of the present invention; and

FIG. 4 is a diagram illustrating a process flow according to variousembodiments of the present invention.

DESCRIPTION

As used herein, the term “private placement” refers to an offering of asecurity or securities that is made only to investors in a limitedand/or select group. The limited and/or select group of investors may bedefined according to the regulatory framework in the jurisdiction atissue.

As used herein, the term “security” has the definition set forth inSection 2(a)(1) of the Securities Act of 1933.

Referring now to FIGS. 1 and 2, embodiments of the present invention areprovided. FIG. 1 shows various components and/or parties including, forexample, a potential investor 104, a document service provider 106, andan issuer 108. It will be appreciated that various other components andparties may be utilized including, for example, a broker 110, externallegal counsel 112, a fund administrator 144, etc. In variousembodiments, the document service provider 106 may facilitate thecreation, distribution and processing of private placement documents 102between the potential investor 104, and the issuer 108 in connectionwith a private placement. It will be appreciated that in variousembodiments, the potential investor 104 may act through a broker 110.

Private placement documents 102 may include any documents distributed toor received from the potential investor 104 in connection with theprivate placement. For example, private placement documents 102 mayinclude one or more prospectuses 120, one or more private placementmemorandums 124, one or more marketing brochures 121, and/or one or moresubscription documents 122. It will be appreciated that not every set ofprivate placement documents 102 will include each of documents 120, 121,122 and 124.

The issuer 108 may be any entity or individual entitled to issue thesecurities. In one non-limiting example, the issuer 108 may be a limitedpartnership or other entity operating a hedge fund. The securitiesunderlying the private placement may be interests in the limitedpartnership, giving holders of the interests a stake in the hedge fund.In various non-limiting embodiments, the issuer 108 may be a SubchapterC corporation, a Subchapter S corporation, a limited liability company,a limited liability partnership, or any other kind of entity orindividual. The issuer 108 may be involved in any kind of investmentand/or business activity. It will be appreciated that the securitiesunderlying the private placement may be any kind of securitiesincluding, for example, equity interests in the issuer 108, debtinstruments, etc.

The document service provider 106 may be any entity possessing theappropriate capabilities to produce, process and/or track privateplacement documents 102 on behalf of the issuer 108. In certainnon-limiting embodiments, the document service provider 106 and theissuer 108 may be affiliated with one another. For example, the documentservice provider 106 may be a parent, subsidiary or sibling entity ofthe issuer 108. In other non-limiting embodiments, the issuer 108 andthe document service provider 106 may be the same entity. For example,the issuer 108 may have the capabilities necessary to perform the tasksof the document service provider 106. In yet other non-limitingembodiments, the document service provider 106 may be a fiduciary of theissuer 108, for example, a prime brokerage firm, etc. It will beappreciated that the document service provider 106 may also serve thepurpose of the fund administrator 144. In still other non-limitingembodiments, the document service provider 106 may be any commercialdocument center such as, for example, FEDEX KINKO'S, AMERICAN SPEEDYPRINTING CENTERS, etc.

In various embodiments, the document service provider 106 may utilize acomputer system 130 to complete all or a portion of the methodsdescribed herein. Also, in various embodiments, the issuer 108 mayutilize a computer system 131. The computer systems 130, 131 may includeone or more modules including, for example, a document creation module132. The modules may be implemented as software code, for example to beexecuted by a processor(s) of the computer system 130 using any type ofcomputer instruction type, such as, for example, Java, C, C++, VisualBasic, etc., using, for example, conventional or object-orientedtechniques. The software code may be stored as a series of instructionsor commands on a computer readable medium, such as a random accessmemory (RAM); a read only memory (ROM); a magnetic medium, such as ahard drive or floppy disk; an optical medium such as a CD or DVD-ROM ora flash memory card, etc. The computer system 130 may also utilize oneor more databases, such as databases 134, 136, 138, 140.

According to the process flow 200 shown in FIG. 2, at step 202, one ormore potential investors 104 may be identified. In one non-limitingembodiment, the issuer 108 may identify the potential investor 104 bysearching a client/investor database 138. The client/investor database138 may include one or more lists of investors known to the issuer 108.Each investor may have an entry in the database 138 including, forexample, information about the investor and the investor's relationshipwith the issuer 108.

The issuer 108 may scan each investor's entry in the client/investordatabase 138, for example, utilizing computer system 131, to identify apotential investor 104. The potential investor 104 may be, for example,an investor that the issuer 108 reasonably believes is a member of thelimited and/or select group of investors who may subscribe to theprivate placement under the regulatory scheme of the relevantjurisdiction. It will be appreciated that potential investor 104 may bean individual investor or any kind of institutional investor and/orbusiness entity. It will also be appreciated that the issuer 108 mayidentify other potential investors in addition to potential investor104. In certain non-limiting embodiments, a potential investor 104 mayapproach the document service provider 106 and/or the issuer 108,identify itself as a potential investor 104 and request informationregarding the private placement. When the issuer 108 identifies one ormore potential investors 104, then the list of potential investors maybe transferred to the document service provider 106 by any suitablecommunication method.

At step 204, the document service provider 106 may generate one or moreprivate placement documents 102, for example, to provide to thepotential investor 104 via the issuer 108 or through an entityrecognized by the relevant jurisdiction to be permitted to distributeprivate placement documents 102 on behalf of the issuer 108. The privateplacement documents 102 may include any documents related to the privateplacement. For example, private placement documents 102 may includeprospectuses 120, marketing materials 121, and/or private placementmemorandums 124 setting forth information about the issuer 108 and theterms of the private placement 134. Private placement documents 102 mayalso include subscription documents 122 to be completed and returned bythe potential investor 104, as described in more detail below. In anon-limiting embodiment, the document service provider 106 may provideprinted or electronic documents for direct distribution to potentialinvestors.

In generating the one or more private placement documents 102, thedocument service provider 106 may utilize the document creation module132 of the computer system 130. The private placement documents 102 maybe generated in any electronic format including, for example ADOBEPORTABLE DOCUMENT FORMAT (PDF), HyperText Markup Language (HTML), textformat (TXT), Rich Text Format (RTF), MICROSOFT WORD format, TaggedImage File Format (TIFF), Joint Photographic Experts Group file format(JPEG), any standard bit-mapped graphics format (BMP), etc.

In various embodiments, the private placement documents 102 may betailored to the particular potential investor 104 and/or the privateplacement. For example, the private placement documents 102 may betailored to meet requirements of the potential investor's 104jurisdiction. Different nations, and even different states within theUnited States, may require that different information be included inprivate placement documents 102. The private placement documents 102 mayalso be tailored based on attributes of the potential investor 104. Forexample, securities regulations of the relevant jurisdiction and/orpolicies of the issuer 108 may require differences in the privateplacement documents 102 based on whether the potential investor is anindividual, an institutional investor, etc. Private placement documents102 may also be customized based on the type of security underlying theprivate placement. The data necessary to create private placementdocuments 102 and customize the documents 102 may be stored at documentdatabase 136 of the issuer's 108 computer system 131 and/or database 140of the document service provider's 106 computer system 130. In variousembodiments, the data necessary to create and customize privateplacement documents 102 may be transferred from the issuer 108 to thedocument service provider 106 by any suitable data transfer method, forexample, a secure data transfer method.

In certain non-limiting embodiments, the private placement documents 102may be created according a merge method. For example, under the PDFdocument format, a Forms Data Format (FDF) may be created. The FDF maybe a medium by which data is merged into, or extracted from, a PDFdocument. The FDF may be generated containing raw data to be included inthe private placement documents 102. The raw data may include the nameof the private placement and or potential investor 105, data necessaryto customize the documents 102 and/or a unique identifier 126, asdiscussed below. The FDF may be “merged” into the final PDF documentaccording to any method known in the art. For example, the FDF may bemerged into the PDF document using the FDFMERGE software package fromAPPLIGENT.

At step 206, the private placement documents 102 may be labeled with aunique identifier 126. The unique identifier 126 may be any mark on theprivate placement documents 102 that identifies the documents 102. Forexample, the unique identifier 126 may be a number or letter identifyingthe particular copy of private placement documents 102. Different kindsof documents 120, 121, 122, 124, may have different kinds of uniqueidentifiers 126, although generally the document identifiers may beconsistent throughout the document package. The unique identifier 126may be included on each page of the private placement documents 102, forexample, to allow the private placement documents 102 to be identified.It will be appreciated that the documents 102 may be labeled with aunique identifier 126 during the documents' 102 creation, or as part ofthe same process. For example, unique identifiers 126 may be included inan FDF as discussed above and affixed to the final private placementdocuments 102 when the FDF is merged into a PDF document.

In various embodiments, the unique identifier 126 may include a headerblock stating, for example, a name of the potential investor 104, acompany affiliation of the potential investor 104, the offering number,the date that the private placement documents 102 were distributed, aversion number of the private placement documents 102, etc. In certainnon-limiting embodiments, the unique identifiers 126 may be assigned toparticular sets of private placement documents 102 sequentially withsuccessive private placement documents 102 provided to successiveinvestors receiving higher unique identifiers 126, for example uniqueidentifiers 126 that are higher numerically or alphabetically. Theunique identifier 126 may be incorporated into the private placementdocuments 102 in a manner that minimizes the risk of tampering, forexample, as discussed below.

At step 208, the document service provider 106 may encrypt the privateplacement documents 102 to provide further protection from tampering oraltering. Private placement documents 102 may be encrypted according toany suitable encryption method. For example, when the private placementdocuments 102 are included in a PDF format file, the documents 102 maybe encrypted according to common 40 or 128 bit encryption methods forthe PDF file format provided by products from various sources including,for example, ADOBE ACROBAT, NITROPDF DESKTOP, etc. In variousembodiments, encryption may prevent unauthorized parties from editing orotherwise tampering with the documents 102. In various otherembodiments, the private placement documents 102 may be furtherencrypted causing the documents 102 to be unreadable except by one whohas a password.

In one non-limiting embodiment, the document service provider 106 mayalso configure the private placement documents 102 to expire or becomeunusable after a predetermined action and/or date. Securities regulationschemes in many jurisdictions require a potential investor 104 to returnall private placement documents 102 to the issuer 108 if the potentialinvestor 104 chooses not to subscribe to the private placement.Regulatory considerations aside, it can be appreciated that the issuer108 may not want to have copies of private placement documents 102 inexistence after the private placement. Accordingly, the privateplacement documents 102 may be configured to render themselves unusableafter a certain predetermined date, for example, the date that theprivate placement ends. This may be accomplished by any suitable methodincluding, for example, code embedded within the private placementdocuments 102, digital certificates, other methods utilizing variousforms of digital rights management “DRM”, etc. Making the privateplacement documents 102 unusable may include intentionally corruptingthe documents 102 or otherwise preventing them from being viewed.

In various embodiments, the private placement documents 102 may beconfigured to become unusable upon the occurrence of a certain action.For example, the private placement documents 102 may includesubscription documents 122 where the potential investor 104 is requiredto enter certain information. In various non-limiting embodiments, theprivate placement documents 102 may become unusable if the potentialinvestor 104 indicates that it will not fill out the subscriptiondocuments 122, or does not fill out the subscription documents 122within a predetermined time. Also, documents 102 may be configured tobecome unstable if after filling out the documents 102, it is determinedthat the potential investor 104 does not qualify for the terms of theprivate placement as determined by responses to investorqualification-type questions,

At step 210, the private placement documents 102 may be provided to thepotential investor 104. The private placement documents may be providedto the potential investor 104 from the document service provider 104 onbehalf of the issuer 108, or may be provided directly by the issuer 108.In various embodiments, the documents 102 may be provided according toany suitable electronic document delivery mechanism 142. Non-limitingexamples of electronic document delivery mechanisms 142 that may be usedinclude, e-mail, File Transfer Protocol (FTP), encrypted email, anyother electronic distribution mechanism utilizing a “push” technology,or a web portal where potential investor can “pull” or download the datafrom a secure information portal-type technology. In variousembodiments, the electronic document delivery mechanism 142 may utilizesecure hypertext transfer protocol (https) or any other web servicedesigned to perform such activity where the request could be madethrough a protocol such as Simple Object Access Protocol (“SOAP”).

In various embodiments, the issuer 108 may restrict the privateplacement documents 102 provided to potential investors, such aspotential investor 104, according to the parameters of the privateplacement. For example, in some jurisdictions, the issuer 108 ispermitted to provide private placement documents 102 only to a limitednumber of potential investors. It will be appreciated that it may beadvantageous to provide private placement documents 102 to the potentialinvestors with the most capital to invest. Therefore, the documentservice provider 106 or issuer 108 may not distribute private placementdocuments to the potential investor 104 unless the potential investor104 meets certain criteria indicative of the amount of money thepotential investor 104 has to invest, or the investor's 104sophistication level.

In certain non-limiting embodiments, restrictions may be placed on theprovision of private placement documents 102 only after a certain numberof a total allotment have been distributed. For example, if ajurisdiction A allows only twelve copies of private placement documents102 to be distributed, then restrictions may be placed on furtherdistribution after a predetermined number of documents 102, such as six,have been distributed. Further distributions may require approval by theissuer 108. The document service provider 106 may be able to monitor thenumber of private placement documents 102 distributed by requesting areport, for example, from computer system 130 and passing thisinformation to the issuer 108 for final decisions regarding the issuanceof private placement documents

At step 212, the document service provider 106 may record the uniqueidentifier 126 of the private placement documents 102 at one or morecentral locations. In certain non-limiting embodiments, the uniqueidentifier 126 for each set of private placement documents 102distributed to a potential investor 104 may be recorded at theclient/investor database 138, for example, at the entry in that database138 for the particular potential investor 104. In other non-limitingembodiments, the unique identifier 126 may be recorded in a privateplacement database 134, which may contain a list of the uniqueidentifiers 126 of all sets of private placement documents 102 sent inrelation to the private placement. In non-limiting embodiments where theissuer 108 and the document service provider 106 are not the same party,information describing the unique identifier 126 for each set of privateplacement documents may be transferred from the computer system 130 ofthe document service provider 106 to computer system 131 of the issuer108 for inclusion in the client/investor database 138 and/or database134. The data may be transferred by any suitable data transfer meansincluding, for example, a data feed from the document service provider106.

FIG. 3 shows a process flow 300 for distributing private placementdocuments 102 to a potential investor 104 including subscriptiondocuments 122, and for processing the subscription documents 122according to various embodiments of the present invention. At step 302,the issuer 108 may identify the potential investor 104, for example, asdescribed above with reference to step 202 of process flow 200.

At step 304, the document service provider 106 may generate a set ofprivate placement documents 102. The private placement documents 102 maybe generated according to any suitable electronic document format, asdescribed above with reference to step 204 of process flow 200. The setof private placement documents 102 may include subscription documents122. The subscription documents 122 may prompt the potential investor104 to enter subscription data, for example, by written instructions, orin certain non-limiting embodiments, by causing instructions to pop-upon a screen of a computer system of the potential investor 104.Subscription data may include information establishing whether thepotential investor 104 is a member of the limited and/or select group ofinvestors qualified to subscribe to the private placement. In variousembodiments, the subscription documents 122 may include one or moreinvestor qualification worksheets (not shown). Subscription data may becollected through responses to the investor qualification worksheets. Incertain non-limiting embodiments, the subscription data may include thepotential investor's 104 name, address, net worth, etc.

At step 306, the document service provider 106 may label the privateplacement documents 102, including the subscription documents, with aunique identifier 126. In various non-limiting embodiments, the uniqueidentifier 126 may be affixed to the private placement documents 102 ina way similar to that described with reference to step 206 of processflow 200 described above.

The document service provider 106 may encrypt the private placementdocuments 102, including the subscription documents, at step 308. Invarious embodiments, private placement documents 102 other than thesubscription documents may be encrypted as described above withreference to step 208. In certain non-limiting embodiments, subscriptiondocuments 122 may be encrypted in a manner that allows the potentialinvestors 102 to enter the subscription data into the subscriptiondocuments, but prevents the potential investors 102 from editing otherinformation in the subscription documents including, for example, theunique identifier 126. In certain non-limiting embodiments, thesubscription documents 122 may include one or more encrypted fields andone or more unencrypted fields. The unencrypted fields may allow thepotential investor 104 to enter information about itself. The encryptedfields may include data prompting the potential investor 104 forsubscription data and providing instructions for entering the data.

At steps 310 and 312, the document service provider 106 may provide theprivate placement documents 102, including subscription documents to thepotential investor 104, and record the unique identifier 126 of theprivate placement documents 102, for example, as described above withreference to steps 210 and 212 of the process flow 200.

After the document service provider 106 forwards the private placementdocuments 102 including the subscription documents 122 to the potentialinvestor 104, the potential investor 104 may complete the subscriptiondocuments 122 by entering subscription data. The potential investor 104may enter subscription data into the subscription documents 122electronically, for example, by filling in unencrypted fields using acomputer (not shown). In various embodiments, the subscription documents122 may alert the potential investor 104 of any mistakes made enteringthe subscription data and prompt the potential investor 104 to makecorrections prior to the document data submission/transmission process(either electronic or hardcopy).

In various embodiments, the subscription document 122 may be validatedusing client-side technology such as, but not limited to JavaScript.This client-side validation may include validation of required fields,visual identification (highlighting) of missing fields. The client-sidevalidation may also make an initial determination regarding thequalifications of the potential investor 104 to subscribe to the privateplacement. Once validated, the subscription document 122 data may betransmitted to the issuer 108 and/or document service provider 106 viathe selected transfer mechanism, for example, electronic documentdelivery mechanism 142. When the subscription documents 122 aretransmitted, they may be locked and password protected to preventsubsequent changes. If changes are required at the request of thereviewer, e.g., document service provider 106, issuer 108, legal counsel112, and/or fund administrator 144, an unlock code may be provided beany suitable method including, for example, email or phone to enable thepotential investor 104 to make additional changes and resubmit thedocuments 122 to the document service provider 106, issuer 108, or otherentity acting on behalf of the issuer 108 to collect potential investor104 data.

The issuer 108 and/or document service provider 106 may receive theprivate placement documents 102, including the completed subscriptiondocuments, from the potential investor 104 at step 314. The privateplacement documents may be received by any suitable document transmittalmethod including, for example, electronic document delivery mechanism142. In certain non-limiting embodiments, the potential investor 104 mayprint the private placement documents and return a hard copy of thedocuments to the document service provider 106, for example, by post orfacsimile.

At step 316, the document service provider 106 or similar datacollection entity may extract subscription data from the subscriptiondocuments 122. In certain non-limiting embodiments where thesubscription documents 122 are returned to the document service provider106 in electronic format, this may involve extracting the data from andparsing the documents 122, for example, investor qualificationworksheets, to read subscription data, or processing only the returneddata through a protocol such as XML. In other non-limiting embodiments,where the subscription documents 122 are returned to the documentservice provider 106 in paper format, extracting subscription data mayinvolve scanning the subscription documents 122 into an electronicformat using a technology such as optical character recognition (“OCR”)and then parsing the electronic format to read subscription data.Another non-limiting embodiment may include the use of a dynamic barcodeinclude with the subscription document 122 that continuously changes toreflect all entered information within the subscription document 122,for example, using barcode methods available from ADOBE. In thisembodiment, a single hardcopy page containing the barcode (delivered viafacsimile, email, or post, etc) may provide all data in a protocol suchas XML, retrievable through the use of a handheld barcode scanner, forexample. The document service provider 106 may verify that thesubscription data is complete and in a correct format upon receipt usinga document logic protocol.

At step 314 or 316, if the subscription data is not complete and/or notin the correct format, the subscription documents 122 may be returned tothe potential investor 104 for correction. The return of this data tothe potential investor 104 may accomplished according to severaldifferent methods, for example, to ensure that the data is transmittedand received securely. In one non-limiting embodiment, the subscriptiondocument 122 may be a PDF document having a password necessary to openthe document 122. To ensure confidentiality, this password may beprovided only over the phone to the potential investor 104 or containedwithin a follow-up e-mail or other communication, unrelated to the emailor other communication containing the encrypted document. In anothernon-limiting embodiment, the subscription document 122 may be sentutilizing electronic document delivery mechanism 142. In yet anothernon-limiting embodiment, the potential investor 104 may be provided withan “unlock” password allowing the potential investor 104 to change andresubmit the subscription documents 126. Once submitted back to documentservice provider 106 for processing, the document may be once againlocked against changes with a new password

At step 318, the document service provider 106 or issuer 108 may forwardor otherwise make the subscription document 122 and/or the underlyingsubscription data available to selected third party service providersincluding, for example, external legal counsel 112 and/or the fundadministrator 144, for example, through a secure web portal. Externallegal counsel 112 may be retained by the document service provider 106on behalf of the issuer and/or by the issuer 108 itself. For example,where the issuer 108 is an entity operating a hedge fund, the externalcounsel 112 may be counsel for the hedge fund. In various embodiments,external counsel 112 may review the subscription data and determinewhether the potential investor 104 is legally entitled to subscribe tothe private placement, for example, whether the potential investor 104is a member of the limited and/or select group of investors.

At step 320, the document service provider 106 may forward thesubscription data to the issuer 108. For example, the document serviceprovider 106 may forward the subscription data to the management of theissuer 108. In various embodiments, the management of the issuer 108 mayinclude one or more general partners, a board of directors, a chiefexecutive officer, etc. The issuer 108, for example, through itsmanagement, may determine whether to accept a subscription from thepotential investor 104 according to any legally allowable criteria.

If at step 322 counsel 112 determines that the potential investor 104 isqualified to subscribe to the private placement, and the issuer 108determines that the potential investor 104 is acceptable, and then anacceptance letter may be sent to the potential investor 104 at step 324.In various embodiments, the fund administrator 144 may also pass on theinvestor before the acceptance letter is sent. The acceptance letter maybe in an electronic format and may be encrypted in a manner similar tothe private placement documents 102 described above. The acceptanceletter may be forwarded to the potential investor 104 according to anysuitable method including, for example, through electronic documentdelivery mechanism 142. In certain non-limiting embodiments, theacceptance letter may be sent to the potential investor in paper form,for example, by post or facsimile. It will be appreciated that theprocess flows 200 and/or 300 may be executed multiple times for multipleother potential investors (not shown), subject to jurisdictionalsecurities regulations, and for example, until the private placement isfully subscribed.

FIG. 4 shows a process flow 400 for updating private placement documents102 according to various embodiments of the present invention. At step404, the document service provider 106 may receive a new version ofprivate placement documents 102, for example, from the issuer 108. Thenew version may have been created for any reason. For example, the newversion of the private placement documents 102 may reflect changesrelating to the issuer 108, changes relating to a regulatory scheme forthe jurisdiction at issue, etc. Changes to the private placementdocuments 102 may, in various embodiments, be stored in documentdatabase 136.

At step 404, the document service provider 106 and/or the issuer 108 mayidentify potential investors who have received previous versions of theprivate placement documents 102. For example, the document serviceprovider 106 may have access to examine the client/investor database 138to locate the entries of potential investors 102 who have receivedprivate placement documents 102 relating to the private placement. Theversion of the private placement documents 102 received by eachpotential investor 104 may be recorded in the potential investor's 104entry in the client/investor database 138. In certain other non-limitingembodiments, the document service provider 106 or issuer 108 may examinethe private placement database 134 and/or client/investor database 138.The private placement database 134 may include a list of all potentialinvestors 104 who have received private placement documents 102according to the private placement and the versions that each potentialinvestor has received.

At step 406, the document service provider 106 may generate updatedprivate placement documents 102 for potential investors 102 who have notreceived the most recent version of the private placement documents 102.The private placement documents 102 may be generated in an electronicformat, marked with the previously issued identifier 126 and encrypted,for example, as discussed above with reference to process flows 200 and300. The private placement documents 102 may also be customized based onattributes of the potential investor 104 including jurisdiction, size,etc. as discussed above. At steps 408 and 410, the document serviceprovider 106 may provide updated private placement documents 102 to thepotential investor 104 and record the unique identifiers 126 of theprivate placement documents 102, for example, as described herein.

It is to be understood that the figures and descriptions of the presentinvention have been simplified to illustrate elements that are relevantfor a clear understanding of the present invention, while eliminating,for purposes of clarity, other elements, such as, for example, detailsof operating systems, computer hardware, etc. Those of ordinary skill inthe art will recognize that these and other elements may be desirable.However, because such elements are well known in the art, and becausethey do not facilitate a better understanding of the present invention,a discussion of such elements is not provided herein.

As used herein, a “computer” or “computer system” may be, for exampleand without limitation, either alone or in combination, a personalcomputer (PC), server-based computer, main frame, server, microcomputer,minicomputer, laptop, personal data assistant (PDA), cellular phone,pager, processor, including wireless and/or wireline varieties thereof,and/or any other computerized device capable of configuration forprocessing data for standalone application and/or over a networkedmedium or media. Computers and computer systems disclosed herein mayinclude operatively associated memory for storing certain softwareapplications used in obtaining, processing, storing and/or communicatingdata. It can be appreciated that such memory can be internal, external,remote or local with respect to its operatively associated computer orcomputer system. Memory may also include any means for storing softwareor other instructions including, for example and without limitation, ahard disk, an optical disk, floppy disk, ROM (read only memory), RAM(random access memory), PROM (programmable ROM), EEPROM (extendederasable PROM), and/or other like computer-readable media.

While several embodiments of the invention have been described, itshould be apparent that various modifications, alterations andadaptations to those embodiments may occur to persons skilled in the artwith the attainment of some or all of the advantages of the presentinvention. It is therefore intended to cover all such modifications,alterations and adaptations without departing from the scope and spiritof the present invention as defined by the appended claims.

1. A computer assisted method of providing a private placement documentto a potential investor in a private placement, the method comprising:generating the private placement document in an encrypted electronicformat with a computer system comprising at least one processor andoperatively associated memory, wherein generating the private placementdocument includes labeling the private placement document with a uniqueidentifier and wherein the private placement document comprises asubscription document; providing the private placement document to thepotential investor electronically with the computer system, wherein thesubscription document is programmed to: (i) prompt the potentialinvestor to enter information relating to the potential investor intothe subscription document; (ii) conditioned upon the potential investordeclining to enter the information relating to the potential investorinto the subscription document, rendering the private placement documentunreadable by the potential investor; (iii) conditioned upon theinformation relating to the potential investor failing to meet apre-determined qualification standard, rendering the private placementdocument unreadable by the potential investor; and (iv) conditioned uponthe potential investor failing to enter the information relating to thepotential investor into the subscription document within a predeterminedamount of time, rendering the private placement document unreadable bythe potential investor; recording the unique identifier at a database incommunication with the computer system, wherein the unique identifier isrecorded at the database in association with the potential investor;electronically receiving the subscription document from the potentialinvestor with the computer system, wherein the subscription document,when received from the potential investor, comprises the informationrelating to the potential investor; and verifying with the computersystem that the information relating to the potential investor iscorrectly entered into the subscription document.
 2. The method of claim1, wherein the private placement document further comprises at least oneof a prospectus document, marketing materials, and a private placementmemorandum.
 3. The method of claim 1, wherein the generating includesincorporating into the private placement document information related tothe location of the potential investor.
 4. The method of claim 1,wherein the generating includes incorporating into the private placementdocument information related to a security to be offered in the privateplacement.
 5. The method of claim 1, wherein the generating includesincorporating into the private placement document information related tothe potential investor.
 6. The method of claim 1, further comprisingselecting the potential investor from a plurality of potentialinvestors.
 7. The method of claim 1, further comprising: generating asecond private placement document in the encrypted electronic format,wherein the second private placement document includes a second uniqueidentifier; providing the second private placement document to a secondpotential investor; and recording the second unique identifier in thelog corresponding to the private placement.
 8. The method of claim 1,wherein the private placement document is configured to become unusableafter a predetermined amount of time.
 9. The method of claim 1, whereinthe electronic format is the ADOBE PORTABLE DOCUMENT FORMAT (PDF). 10.The method of claim 1, wherein the unique identifier is included on eachpage of the private placement document.
 11. The method of claim 1,wherein the unique identifier includes at least one of a name of thepotential investor, a company affiliation of the potential investor, anoffering number, a date that the private placement documents weredistributed, and a version number of the private placement documents.12. The method of claim 1, wherein the providing includes providingaccording to at least one of e-mail, File Transfer Protocol (FTP), andinternet portal delivery.
 13. The method of claim 1, wherein the uniqueidentifier includes a version number of the private placement document,the method further comprising: checking a version of the privateplacement document provided to the potential investor; and providing anewer version of the private placement document to the potentialinvestor.
 14. The method of claim 1, further comprising forwarding atleast a portion of the requested information relating to the potentialinvestor to at least one of counsel and a fund administrator for review.15. The method of claim 1, further comprising forwarding at least aportion of the requested information relating to the potential investorto an issuer of the private placement for approval.
 16. A computerreadable medium having instructions thereon that when executed by acomputer system causes the computer system to provide a privateplacement document to a potential investor in a private placement, themethod comprising: generating the private placement document in anencrypted electronic format with a computer system comprising at leastone processor and operatively associated memory, wherein generating theprivate placement document includes labeling the private placementdocument with a unique identifier and wherein the private placementdocument comprises a subscription document; providing the privateplacement document to the potential investor electronically with thecomputer system, wherein the subscription document is programmed to: (i)prompt the potential investor to enter information relating to thepotential investor into the subscription document; (ii) conditioned uponthe potential investor declining to enter the information relating tothe potential investor into the subscription document, rendering theprivate placement document unreadable by the potential investor; (iii)conditioned upon the information relating to the potential investorfailing to meet a pre-determined qualification standard, rendering theprivate placement document unreadable by the potential investor; and(iv) conditioned upon the potential investor failing to enter theinformation relating to the potential investor into the subscriptiondocument within a predetermined amount of time, rendering the privateplacement document unreadable by the potential investor; electronicallyreceiving the subscription document from the potential investor with thecomputer system, wherein the subscription document, when received fromthe potential investor, comprises the information relating to thepotential investor; and verifying with the computer system that theinformation relating to the potential investor is correctly entered intothe subscription document.
 17. The method of claim 1, wherein theprivate placement document is programmed to become unusable conditionedupon the potential investor declining to enter the information relatingto the potential investor into the subscription document.
 18. The methodof claim 1, wherein the private placement document is programmed tobecome unusable conditioned upon the potential investor failing to enterthe information relating to the potential investor into the subscriptiondocument within a predetermined amount of time.
 19. Acomputer-implemented system for providing a private placement documentto a potential investor in a private placement, the system comprising acomputer system, the computer system comprising at least one processorand an operatively associated memory comprising instructions thereonthat, when executed by the at least one processor, causes the computersystem to: generate the private placement document in an encryptedelectronic format, wherein generating the private placement documentincludes labeling the private placement document with a uniqueidentifier and wherein the private placement document comprises asubscription document; provide the private placement document to thepotential investor electronically, wherein the subscription document isprogrammed to: (i) prompt the potential investor to enter informationrelating to the potential investor into the subscription document; (ii)conditioned upon the potential investor declining to enter theinformation relating to the potential investor into the subscriptiondocument, rendering the private placement document unreadable by thepotential investor; (iii) conditioned upon the information relating tothe potential investor failing to meet a pre-determined qualificationstandard, rendering the private placement document unreadable by thepotential investor; and (iv) conditioned upon the potential investorfailing to enter the information relating to the potential investor intothe subscription document within a predetermined amount of time,rendering the private placement document unreadable by the potentialinvestor; record the unique identifier at a database in communicationwith the computer system, wherein the unique identifier is recorded atthe database in association with an indication of the potentialinvestor; electronically receive the subscription document from thepotential investor, wherein the subscription document, when receivedfrom the potential investor, comprises the information relating to thepotential investor; and verify that the information relating to thepotential investor is correctly entered into the subscription document.